18.0 General Provisions

18.1
Indemnity Agreement

Each and every Independent Sales
Representative agrees to indemnify and hold harmless MathiPay Exchange, its
shareholders, officers, directors, employees, agents and successors in in­terest
from and against any claim, demand, liability, loss, cost or expense including,
but not limited to, court costs and attorneys' fees, asserted against or
suffered or incurred by any of them, directly or indirectly arising out of or
in any way related to or connected with allegedly or otherwise, the Independent
Sales Representatives (a) activities as Independent Sales Representative; (b)
breach of the terms of the Agreement; and/or (c) violation of or failure to
comply with any applicable federal, state or local law or regulation.

18.2
Processing Charges

MathiPay Exchange reserves the right to
institute a processing charge for commission checks and/or genealogy requests.

18.3
Other Services & Products

Independent Sales Representatives may not
promote or another company's products or ser­vices at functions organized to
feature MathiPay Exchange's products. Independent Sales Representatives are not
restricted from selling other company's services and products which are not
similar to or competitive with the products and services of MathiPay Exchange.
How­ever promotion of competitive services, products and/or business programs
with anyone, including Independent Sales Representatives, is strictly
prohibited.

18.4
Liability

To the extent permitted by law, MathiPay
Exchange shall not be liable for, and each Independent Sales Representative
releases MathiPay Exchange from, and waives all claims for any loss of profits,
indi­rect, direct, special or consequential damages or any other loss incurred
or suffered by Independent Sales Representative as a result of (a) the breach
by Independent Sales Representative of the Agreement and/or the Terms and
Conditions and/or the Policies and Procedures; (b) the operation of Independent
Sales Representative's business; (c) any incorrect or wrong data or information
provided by Independent Sales Representative; or (d) the failure to provide any
information or data necessary for MathiPay Exchange to operate its business,
including, with­out limitation, the enrollment and acceptance of Independent
Sales Representative into the Com­pensation Plan or the payment of commissions
and bonuses.

18.5
Record Keeping

MathiPay Exchange encourages all Independent
Sales Representatives to keep complete and accurate records of all their
business dealings.

18.6
Force Majeure

MathiPay Exchange shall not be responsible for
delays or failure in performance caused by circumstances beyond a party's
control, such as but not limited to: fire, flood, earthquake, storm, power
outages, labor difficulties, strikes, war, government decrees or orders and/or
curtailment of a party's usual source of supply.

18.7
Violations

It is the obligation of every Independent
Sales Representative to abide by and maintain the in­tegrity of the Policies
and Procedures and Terms and Conditions. If Independent Sales Representative
observes another Independent Sales Representative committing a violation, he or
she should discuss the violation di­rectly with the violating Independent Sales
Representative. If the Independent Sales Representative wishes to report such
violation to MathiPay Exchange, he or she must detail violations in writing
only and mark the correspondence “Attention: Legal Department”.

18.8
Amendments

MathiPay Exchange reserves the right to amend
the Agreement, Policies and Procedures, Terms and Conditions, its retail prices,
product and service availability and the Compensa­tion Plan type at any time
without prior notice as it deems appropriate. Amend­ments will be communicated
to Independent Sales Representatives through official MathiPay Exchange website
and or official MathiPay Exchange publications. Amendments are effective and
binding upon submission to the MathiPay Exchange website. In the event any
conflict exists between the original documents or policies and any such
amendment, the amendment will control.

18.9
Non-Waiver Provision

No failure of MathiPay Exchange to exercise
any power under these Policies and Proce­dures or to insist upon strict
compliance by Independent Sales Representative with any obliga­tion or
provision herein, and no custom or practice of the parties at variance with
these Policies and Procedures, shall constitute a waiver of MathiPay Exchange's
right to demand exact compliance with these Policies and Procedures. MathiPay
Exchange's waiver of any particular default by Independent Sales Representative
shall not affect or impair MathiPay Exchange's rights with respect to any
subsequent default, nor shall it affect in any way the rights or obligations of
any other Independent Sales Representative. No delay or omis­sions by MathiPay
Exchange to exercise any right arising from a default effect or impair MathiPay
Exchange's rights as to that or any subsequent or future default. Waiver by MathiPay
Exchange can be affected only in writing by an authorized officer of MathiPay
Exchange.

19.0
Governing Law

The Agreement and these Policies and
Procedures shall be governed by the laws of the country of the Home Office into
which the Independent Sales Representative is registered.

19.1
Disputes

In the event a dispute arises between the MathiPay
Exchange and an Independent Sales Representative regarding their respective
rights, duties under this agreement, or in the event of a claim of breach of
the Independent Sales Representative Agreement, it is agreed that such dispute
shall be exclusively resolved pursuant to binding arbitration under the
Commercial Rules of the Tanzania Arbitration Association with arbitration to occur
at KIBONDO, KIGOMA, TANZANIA. The Arbitrator may award, in addition to
declaratory relief, contractual damages and shall award reasonable attorney’s
fees and costs to the prevailing party. An award of attorney’s fees and costs
shall continue through any review, appeal or enforcement of an arbitration
decision. The arbitration decision may be enforced in any court of competent
jurisdiction. This provision shall not be construed so as to prohibit either
party from obtaining preliminary or permanent injunctive relief in any court of
competent jurisdiction. The parties each expressly waive their right to collect
consequential, punitive and exemplary damages from the other party.

19.2
Entire Agreement

The Policies and Procedures are incorporated
into the Agreement and, along with the Terms and Conditions and Compensation
Plan, constitute the entire agreement of the parties regarding their business
relationship.

19.3
Severability

If under any applicable and binding law or
rule of any applicable jurisdic­tion, any provision of the Agreement, including
these Policies and Proce­dures and Terms and Conditions, or any specification,
standard or operating procedure which MathiPay Exchange has prescribed is held
to be invalid or unenforceable, MathiPay Exchange shall have the right to modify
the invalid or unenforceable provision, specification, standard or operating
procedure or any portion thereof to the extent required to be valid and
enforceable, and the Independent Sales Representative shall be bound by any
such modifica­tion. The modification will be effective only in the jurisdiction
in which it is required.

19.4
Limitation of Damages

To the extent permitted by law, MathiPay
Exchange and its Independent Sales Representatives, Offic­ers, Directors,
Employees and other representatives, shall not be liable for, and Independent
Sales Representative hereby release the foregoing from, and waive any claim for
loss of profit, incidental, spe­cial, consequential or exemplary damages which
may arise out of any claim whatsoever relating to MathiPay Exchange performance,
nonperformance, act or omission with respect to the busi­ness relationship or
other matters between any MathiPay Exchange and MathiPay Exchange, whether
sounding in contract tort or strict li­ability. MathiPay Exchange shall not
exceed and is hereby expressly limited to, the amount of unsold MathiPay
Exchange services and/or products of MathiPay Exchange owned by the Independent
Sales Representative and any commissions owed to the Independent Sales
Representative.

19.5
Notice

Any communication, notice or demand of any
kind whatsoever which either the Independent Sales Representative or MathiPay
Exchange may be required or may desire to give or to serve upon the other shall
be in writing and delivered by electronic commu­nication whether by telex,
telegram, Email or telecopy (if confirmed in writ­ing sent by registered or
certified mail, postage prepaid, return receipt re­quested). Any such
communication, notice or de­mand shall be deemed to have been given or served
on the date of confirmed dispatch, if by elec­tronic communication, or on the
date shown on the return receipt or by other evidence if delivery is by mail.